Provider Fee Schedule & Payment Processing Addendum Agreement 02 of 06 RonanRx Inc. This Addendum is part of the RonanRx Provider Packet. The Provider, Provider Entity, fees, dates, and other particulars are stated on the Packet cover page, which is incorporated into this Addendum by reference. This Addendum (Agreement 02 of 06) is an exhibit to, and forms part of, the Management Services Agreement (the "MSA") between RonanRx and the Provider or Provider Entity, and sets out how the Provider Fee is set, how the separate Platform Fee charged by RonanRx operates, and how Patient charges are processed, refunded, and taxed. 1. Relationship of this Addendum to the MSA This Addendum supplements and is governed by the MSA. Capitalized terms not defined in this Addendum have the meanings given to them in the MSA and in the shared Packet definitions. If any provision of this Addendum conflicts with the fee terms of the MSA, this Addendum controls with respect to fees and payment processing. RonanRx provides non-clinical services only and does not practice medicine. The Provider, or the Provider Entity where one exists, is the treating clinician and retains all clinical decision-making authority, as provided in the MSA. 2. Two Separate Fees The charges under this arrangement consist of two distinct fees, which are always disclosed to the Patient as separate components, are separately owned, and are never a revenue split, even where they are collected in a single payment transaction: (a) the Provider Fee, which is the Provider's own monthly clinical or concierge price for the clinical services the Provider furnishes to the Patient, is set by the Provider, is payable entirely to the Provider or Provider Entity less the payment-processing fees described in Section 7, and is stated on the cover page (the Provider Fee stated on the cover page); and (b) the Platform Fee, which is a separate, flat, fixed fee that RonanRx charges for its non-clinical platform, administrative, and payment-processing services, is stated on the cover page (the Platform Fee stated on the cover page), and constitutes a fair-market-value administrative fee. The Provider sets and receives the Provider Fee, and RonanRx charges a separate flat Platform Fee representing fair market value for administrative services. RonanRx does not pay the Provider on a per-patient basis, does not pay for referrals, does not pay for prescriptions, and does not pay the Provider when Patients use a pharmacy. 3. Total Monthly Charge The Patient's Total Monthly Charge is the sum of the two fees, calculated as the Provider Fee plus the Platform Fee. The Total Monthly Charge in effect is stated on the cover page (the Total Monthly Charge stated on the cover page), calculated as the Provider Fee stated on the cover page plus the Platform Fee stated on the cover page. The two components are disclosed to the Patient as separate line items. 4. Fixed Fair-Market-Value Nature of the Platform Fee The Platform Fee is fixed and does not vary. In particular, the Platform Fee: (a) does not change with the amount of the Provider Fee; (b) is not a percentage of the Provider Fee or of any other amount; (c) is not a revenue split, and is not drug-margin or pharmacy-margin sharing; (d) is not a referral fee; and (e) is not tied to any prescription, refill, medication choice, or pharmacy choice, to whether any prescription is written or filled, or to any drug or pharmacy revenue. No compensation under this Addendum is determined in a manner that takes into account, or that varies with, the volume or value of prescriptions, orders, referrals, medication selection, or pharmacy use. The Provider is compensated by Patients for the Provider's clinical services, and RonanRx is compensated by a fixed, fair-market-value fee for non-clinical services only. 5. Provider Setting of the Provider Fee The Provider sets the Provider Fee, and the amount in effect is stated on the cover page (the Provider Fee stated on the cover page). RonanRx charges a separate flat Platform Fee (the Platform Fee stated on the cover page) for its non-clinical services, and the Patient's Total Monthly Charge is the Total Monthly Charge stated on the cover page. The Total Monthly Charge does not include any payment to RonanRx beyond the fixed Platform Fee, and the Platform Fee is not affected by prescriptions, medications, or pharmacy choices. 6. Payment Processing RonanRx uses Stripe, a third-party payment processor, and operates a Stripe Connect platform. Patient charges are processed by Stripe, subject to the following terms: (a) RonanRx collects the Total Monthly Charge from the Patient in a single transaction, acting, with respect to the Provider Fee component, solely as the limited payment-collection agent of the Provider or Provider Entity, and payment of the Total Monthly Charge by the Patient discharges the Patient's payment obligation to the Provider for that period; and (b) Stripe promptly and automatically remits the Provider Fee, less the payment-processing fees described in Section 7, to the Provider's or Provider Entity's own Stripe account; RonanRx retains only its separate flat Platform Fee, holds any Provider Fee funds solely in its agency capacity pending remittance, and claims no ownership of, and takes no margin on, the Provider Fee. The role of RonanRx in payment processing is administrative and agency-based, and does not make RonanRx the clinical provider, the owner of the Patient relationship, or a party to the clinical care. 7. Payment-Processing Fees Stripe's payment-processing fees for the Total Monthly Charge transaction (currently approximately 2.9% of the transaction amount plus $0.30 per transaction, as set by Stripe from time to time) are deducted from the Provider Fee remittance and are borne by the Provider or Provider Entity; the Platform Fee is not reduced by processing fees. By way of illustration, at a $29.00 Provider Fee and a $10.00 Platform Fee, the Patient pays $39.00, the Stripe processing fee is approximately $1.43, the Provider receives approximately $27.57, and RonanRx receives $10.00. RonanRx receives no part of the processing fee, which is charged by and paid to Stripe. 8. Billing Following a Provider Change Patients may change Providers. RonanRx does not prorate charges mid-period by default. Instead, the following cutover rule applies: (a) the current Provider receives the Provider Fee through the end of the current billing period in which the change occurs; and (b) the new Provider begins receiving the Provider Fee starting with the next billing cycle. This cutover rule applies whether the Patient initiates the change or the change results from the current Provider declining or ending the relationship. Proration is not used by default. 9. Refunds, Cancellations, and Switches The following terms govern refunds, cancellations, and switches: (a) Decisions regarding the refund of the Provider Fee for a given period rest with the Provider or Provider Entity, consistent with the MSA, and refunds that the Provider authorizes are processed through Stripe; RonanRx controls decisions regarding its own Platform Fee. (b) A Patient's cancellation takes effect at the end of the then-current billing period, and the Patient is not charged for the following period; access continues through the paid period unless clinical or safety reasons require otherwise. (c) If a Patient switches Providers mid-period, no additional charge is created for the switch, and the Provider Fee for that period follows the cutover rule in Section 8, under which the current Provider receives the fee through the end of the period and the new Provider receives it from the next cycle. (d) If the Provider terminates the provider-patient relationship, the current billing period's Provider Fee is handled in accordance with Section 8, and RonanRx will support an operationally straightforward transition, including the copying and sharing of records, without obstruction and consistent with information-blocking requirements; the prior Provider retains her own legal record. (e) Marketplace availability, clinical acceptance, and medication fulfillment are separate events, and being shown in the Marketplace does not guarantee acceptance; if no eligible Provider accepts the Patient for a given month, the Patient is refunded for that month, and no Provider Fee is earned or settled to any Provider for that month, because no Provider formed a care relationship for that period. (f) Chargebacks, disputes, and reversals on the Total Monthly Charge are managed by RonanRx as the party that presented the charge. The Provider Fee portion of any chargeback, refund, or reversal is borne by the Provider or Provider Entity and may be recouped from subsequent remittances or invoiced; the Platform Fee portion is borne by RonanRx. Refunds under subsection (e) are funded in the same proportions. 10. Good Faith Estimates for Self-Pay Patients Patients served through the Platform are self-pay. For each Patient, upon scheduling and upon request, and within the timeframes required by 45 C.F.R. Section 149.610, the Platform will generate and deliver to the Patient a good faith estimate of expected charges. Each estimate will state the Provider Fee, will state the Platform Fee as a separately identified non-clinical charge, and, where a prescription is reasonably expected, will state that medication charges are separate, episodic, priced by the dispensing pharmacy, and not included in the estimate. The Provider or Provider Entity, as the convening provider for clinical services, is responsible for the clinical accuracy of each estimate. RonanRx will retain each estimate and make prior estimates available to the Patient and the Provider for at least six years. Nothing in this Section makes RonanRx a health care provider or the convening provider. 11. Taxes, Information Returns, and Independent-Contractor Status The following terms govern taxes and independent-contractor status for payment purposes: (a) For payment purposes, the Provider or Provider Entity is an independent contractor and not an employee, partner, or agent of RonanRx, and nothing in this Addendum creates an employment or partnership relationship. (b) The Provider or Provider Entity is solely responsible for all federal, state, and local taxes on the Provider Fee, including self-employment and income taxes, and RonanRx does not withhold taxes from the Provider Fee. (c) RonanRx may issue information returns, including IRS Form 1099-series returns or, where the payment arrangement requires it, Form 1099-K, and may require a completed Form W-9 bearing the taxpayer identification number of the Provider or Provider Entity (the Provider TIN stated on the cover page); the Provider is responsible for maintaining her Stripe payout account and required tax information so that the Provider Fee can be settled by Stripe. 12. Provider Acknowledgments I, the Provider, on my own behalf and on behalf of my Provider Entity, acknowledge that: (a) I set my own Provider Fee (the amount in effect is the Provider Fee stated on the cover page), and the Provider Fee is payable to me for my clinical services, less the payment-processing fees described in Section 7, which I bear; (b) RonanRx charges a separate, flat Platform Fee (the Platform Fee stated on the cover page) for non-clinical services, and the Patient's Total Monthly Charge is my Provider Fee plus the Platform Fee (the Total Monthly Charge stated on the cover page); (c) the Platform Fee is a fixed, fair-market-value administrative fee, and is not a percentage of my fee, not a revenue split, and not tied to any prescription, refill, medication choice, or pharmacy choice, to whether any prescription is filled, to any drug or pharmacy revenue, or to any referral; (d) no amount I receive is paid per patient by RonanRx, for referrals, for prescriptions, or for Patients using a pharmacy, and my compensation comes from Patients for my clinical services and does not vary with the volume or value of prescriptions, referrals, medication selection, or pharmacy use; (e) RonanRx collects the Total Monthly Charge as my limited payment-collection agent for the Provider Fee component, Stripe promptly remits my Provider Fee to me or my Provider Entity less the Section 7 processing fees, RonanRx retains only its flat Platform Fee, and the Patient's payment discharges the Patient's obligation to me for that period; (f) when a Patient changes Providers, the current Provider receives the Provider Fee through the end of the current billing period and the new Provider begins the next cycle, and proration is not used by default; (g) if no eligible Provider accepts a Patient for a month, the Patient is refunded for that month and no Provider Fee is earned or settled to me for that month; (h) I am an independent contractor for payment purposes, I am solely responsible for my own taxes, RonanRx does not withhold, and RonanRx may issue applicable 1099-series information returns and require a Form W-9; and (i) the Platform will generate and deliver good faith estimates to self-pay Patients as described in Section 10, and I am responsible, as the convening provider, for the clinical accuracy of each estimate. Provider signature, typed name, date, entity, license details, and packet version are completed on the signing screen.